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Revised Termination Protection Agreement

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REVISED TERMINATION PROTECTION AGREEMENT


AGREEMENT as of August 23,1995 (the "Effective Date") by and between Bowne & Co., Inc., a New York corporation (together with its subsidiaries and affiliates and, after a Change of Control Event (as defined herein), any successor or successors thereto, the "Corporation"), and _________________ (the "Executive").


WHEREAS, Executive is a skilled and dedicated employee who has important management responsibilities and talents which benefit the Corporation; and


WHEREAS, the Corporation believes that its interests will be served if Executive has fair and reasonable protection from the risks of a change in ownership or control of the Corporation;


NOW, THEREFORE, the parties hereby agree as follows:


1. DEFINED TERMS.
--------------


Unless otherwise indicated, capitalized terms used in this
Agreement which are defined in Schedule A shall have the meanings
set forth in Schedule A.


2. TERM.
-----


This Agreement shall be effective as of the Effective Date and
shall remain in effect thereafter. The Corporation may terminate
this Agreement by giving Executive at least two years advance
written notice of termination of the Agreement. Notwithstanding
the foregoing, this Agreement shall, if in effect on the date of a
Change of Control Event, remain in effect for at least two years
and six months following such Change of Control Event, and such
additional time as may be necessary to give effect to the terms of
the Agreement.


3. SEVERANCE AND OTHER BENEFITS.
-----------------------------


If Executive's employment with the Corporation is terminated by
the Corporation at any time within the two years and six months
following a Change of Control Event without Cause, or by Executive
for Good Reason (the effective date of either such termination
hereafter referred to as the "Termination Date"), Executive shall
be entitled to the benefits provided hereafter in this Section 3
and as set forth in this Agreement. If Executive's employment with
the Corporation is terminated prior to a Change of Control Event
at the request of any individual or entity acquiring ownership and
control of the Corporation, this Agreement shall become effective
upon the subsequent occurrence of a Change of Control Event
involving such acquirer, Executive's Termination Date shall be
deemed to have occurred immediately following the Change of
Control Event, and therefore Executive shall be entitled to the
benefits provided hereafter in this Section 3 and as set forth in
this Agreement.


-1- 2


(a) SEVERANCE BENEFITS. Within ten (10) days after Termination
Date, the Corporation shall pay Executive a lump sum amount,
in cash, equal to the sum of:


(1) Two (2) times the sum of:


(A) Executive's Base Salary, and


(B) Executive's Target Bonus; and


(2) Executive's Target Bonus multiplied by a fraction, the
numerator of which shall equal the number of days
Executive was employed by the Corporation in the Calendar
Year in which the Termination Date occurs and the
denominator of which shall equal 365.


(b) PAYMENT OF ACCRUED BUT UNPAID AMOUNTS. Within ten (10) days
after Termination Date, the Corporation shall pay Executive
(1) any unpaid portion of Executive's bonus accrued with
respect to the Calendar Year ended prior to Termination Date;
and (2) all compensation previously deferred by Executive
but not yet paid.


(c) CONTINUED WELFARE BENEFITS. Until the date which is two years
after the Termination Date or, if earlier, the date of
which Executive commences full-time employment after the
Termination Date, the Corporation shall, at its expense,
provide Executive with medical and dental benefits, life
insurance, disability and accidental death and dismemberment
benefits at the highest level provided prior to the Change
of Control Event and ending on the Termination Date;
PROVIDED, HOWEVER, that if Executive becomes employed
by a new employer which maintains a medical plan (or its
equivalent) that either (i) does not cover Executive with
respect to a pre-existing condition which was covered under
the Corporations' medical plan, or (ii) does not cover
Executive for a designated waiting period, Executive's
coverage under the Corporation's medical plan shall
continue (but shall be limited in the event of non-coverage
due to a pre-existing condition, to the pre-existing
condition itself) until the earlier of the end of the
applicable period of non-coverage under the new employer's
plan or the date which is two years after the Termination
Date.


(d) OUTPLACEMENT COUNSELING. The Corporation shall reimburse
Executive for professional outplacement counseling services
by qualified consultants selected by Executive that are
incurred through the period ending two years after the
Termination Date; provided, however, that the maximum
aggregate amount for which an Executive shall be reimbursed
under this subsection 3(d) shall be 20% of the sum of (i) the
Executive's Base Salary and (ii) the Executive's Target
Bonus.


-2- 3


(e) EFFECT ON EXISTING PLANS. All provisions relating to a
Change of Control Event applicable to Executive and contained
in any plan, program, agreement or arrangement maintained on
the Termination Date (or thereafter) by the Corporation,
including, but not limited to, any stock option, restricted
stock or retirement plan, shall remain in effect through the
date of the Change of Control Event, and for such period
thereafter as is necessary to carry out such provisions and
provide the benefits payable thereunder, and may not be
altered in a manner which adversely affects Executive without
Executive's express prior written approval.


4. ACCELERATION OF EQUITY RIGHTS.
------------------------------


Effective as of the date of a Change of Control Event, the
Corporation shall cause Executive's outstanding stock options
which are not immediately exercisable to vest and become
immediately exercisable and the restrictions on any equity and
equity rights held by Executive which are scheduled to lapse
solely through the passage of time to lapse.


5. EXCISE TAX GROSS-UP.
-------------------


If Executive becomes entitled to one or more payments (with a
"payment" including, without limitation, the vesting of an option
or other non-cash benefit or property) pursuant to any plan,
agreement or arrangement of the Corporation (together, "Severance
Payments") which are or would be subject to the tax imposed by
Section 4999 of the Code (or any similar tax that may be imposed)
(the "Excise Taxes"), the Corporation shall pay to Executive an
additional amount ("Gross-Up Payment") such that, after the
payment by Executive of all taxes (including without limitation
all income and employment tax and Excise Tax and treating as a tax
the lost tax benefit resulting from the disallowance of any
deduction of Executive by virtue of the inclusion of the Gross-Up
Payment in Executive's adjusted gross income), and interest and
penalties with respect to such taxes, imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal
to the Excise Taxes imposed upon the Severance Payments.


-3- 4


For purposes of determining whether any of the Severance Payments
will be subject to the Excise Tax and the amount of such Excise
Tax:


(i) The Severance Payments shall be treated as "parachute
payments" within the meaning of Section 280G(b)(2) of
the Code, and all "excess parachute payments" within the
meaning of Section 280G(b)(1) of the Code shall be
treated as subject to the Excise Tax, unless, and
except to the extent that, in the written opinion of
independent compensation consultants, counsel or
auditors of nationally recognized standing
("Independent Advisors") selected by the Corporation
and reasonably acceptable to Executive, the
Severance Payments (in whole or in part) do not
constitute parachute payments, or such excess parachute
payments (in whole or in part) represent reasonable
compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code in excess of
the base amount within the meaning of Section
280G(b)(3) of the Code or are otherwise not subject
to the Excise Tax;


(ii) The amount of the Severance Payments which shall be
treated as subject to the Excise Tax shall be equal to
the lesser of (A) the total amount of the Severance
Payments or (B) the total amount of excess parachute
payments within the meaning of Section 280G(b)(1) of the
Code (after applying clause (i) above); and


(iii) The value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Independent
Advisors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code.


For purposes of determining the amount of the Gross-Up Payme
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